-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KTKsBTxElfRWC8RO4yY1rhcjrV9QWNgNGVnURo8wSCrQCInF0twBXyYkld24mjpM eVHyAkZ99FYp5k6gucp97w== 0000903112-96-000672.txt : 19960928 0000903112-96-000672.hdr.sgml : 19960928 ACCESSION NUMBER: 0000903112-96-000672 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960820 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KOGER EQUITY INC CENTRAL INDEX KEY: 0000835664 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 592898045 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39744 FILM NUMBER: 96618292 BUSINESS ADDRESS: STREET 1: 3986 BLVD CTR DR STE 101 CITY: JACKSONVILLE STATE: FL ZIP: 32207 BUSINESS PHONE: 9043983403 MAIL ADDRESS: STREET 1: 3986 BLVD CTR DR STREET 2: SUITE 101 CITY: JACKSONVILLE STATE: FL ZIP: 32207 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APOLLO REAL ESTATE INVESTMENT FUND II L P CENTRAL INDEX KEY: 0001017831 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 223443725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O APOLLO REAL ESTATE ADVISORS II LP STREET 2: TWO MANHATTANVILLE ROQD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 2128567000 MAIL ADDRESS: STREET 1: C/O APOLLO REAL ESTAE ADVISORS II L P STREET 2: TWO MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) KOGER EQUITY, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 500228101 (CUSIP Number) John F. Hartigan, Esq. Morgan, Lewis & Bockius LLP 801 South Grand Avenue Los Angeles, CA 90017 (213) 612-2500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 15, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|. Check the following box if a fee is being paid with the statement |_|. (A fee is not required only if the reporting person (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 7 Pages 395983.2 - ------------------------- ---------------------- CUSIP No. 500228101 SCHEDULE 13D Page 2 of 7 Pages - ------------------------- ---------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Apollo Real Estate Investment Fund II, L.P. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 582,956 shares, plus 1,130,642 shares as to which BENEFICIALLY the Reporting Person has an option to acquire OWNED BY ------------------------------------------------------ EACH 8 SHARED VOTING POWER REPORTING 0 PERSON WITH ------------------------------------------------------ 9 SOLE DISPOSITVE POWER 582,956 shares, plus 1,130,642 shares as to which the Reporting Person has an option to acquire ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,713,598 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.59% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! 395983.2 - ------------------------- ---------------------- CUSIP No. 500228101 SCHEDULE 13D Page 3 of 7 Pages - ------------------------- ---------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Apollo Real Estate Advisors II, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 582,956 shares, plus 1,130,642 shares as to which the SHARES Reporting Person has an option to acquire BENEFICIALLY ----------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING ----------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 582,956 shares, plus 1,130,642 shares as to which the Reporting Person has an option to acquire ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,713,598 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.59% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! 395983.2 This Amendment No. 1 amends and supplements the Schedule 13D, dated June 25, 1996, by Apollo Real Estate Investment Fund II, L.P., a Delaware limited partnership ("AREIF II"), and Apollo Real Estate Advisors II, L.P., a Delaware limited partnership ("AREA II"). AREIF II and AREA II are sometimes collectively referred to herein as the "Reporting Persons." Item 3. Source and Amount of Funds or Other Consideration. The first paragraph of Item 3 is hereby amended and restated in its entirety by the following: As of the date hereof, the Reporting Persons are deemed to beneficially own 1,713,598 shares of Common Stock. Of that amount, AREIF II owns 582,956 shares of Common Stock and has options to purchase a total of 1,130,642 additional shares of Common Stock. The source of all funds used to acquire beneficial ownership of such shares of Common Stock was investment funds from working capital of AREIF II. None of the funds used to acquire beneficial ownership were borrowed funds or otherwise obtained for the purpose of acquiring Common Stock. AREA II, managing general partner of AREIF II, is deemed to beneficially own the shares of Common Stock beneficially owned by AREIF II. The shares of Common Stock beneficially owned by the Reporting Persons were acquired as described below. The following is inserted at the end of Item 3: Pursuant to the terms of each of the TCW Option Agreement and the Tyndall Option Agreement, ARIEF II extended the expiration of the irrevocable option to purchase granted in each such agreement. Between July 17, 1996 and the date hereof, AREIF II purchased in the open market an additional 241,000 shares of Common Stock for an aggregate consideration, including brokerage commissions, of approximately $3,533,834. Page 4 of 7 Pages 395983.2 Item 5. Interest in Securities of the Issuer. Paragraphs (a) and (b) of Item 5 are hereby amended and restated in their entirety by the following: (a) and (b) As of the date hereof, the Reporting Persons are deemed to beneficially own an aggregate of 1,713,598 shares of the Common Stock, which constitutes approximately 9.59% of the Common Stock outstanding.* AREIF II owns 582,956 shares of Common Stock, as to which it has sole voting and dispositive power. AREA II, general partner of AREIF II, is deemed to beneficially own such 582,956 shares of Common Stock and have sole voting and dispositive power. By the terms of the TCW Option Agreement and the Tyndall Option Agreement (each of which is attached as an exhibit to the initial Schedule 13D and incorporated herein by reference), AREIF II has the right to acquire another 1,130,642 shares of Common Stock. Item 5(c) is hereby amended to include the following: Schedule I attached hereto sets forth a list of each transaction in Common Stock that was effected by the Reporting Persons since the most recent filing on Schedule 13D by the Reporting Persons. - -------- * All calculations of percentages of beneficial ownership in this Schedule 13D are based on there being 17,873,866 shares of Common Stock outstanding, as of August 1, 1996, as disclosed in the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1996. Page 5 of 7 Pages 395983.2 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 20, 1996 APOLLO REAL ESTATE INVESTMENT FUND II, L.P. By: Apollo Real Estate Advisors II, L.P. General Partner By: Apollo Real Estate Capital Advisors II, Inc. General Partner By: /s/ Michael D. Weiner Name: Michael D. Weiner Title: Vice President, Apollo Real Estate Capital Advisors II, Inc. APOLLO REAL ESTATE ADVISORS II, L.P. By: Apollo Real Estate Capital Advisors II, Inc. General Partner By: /s/ Michael D. Weiner Name: Michael D. Weiner Title: Vice President, Apollo Real Estate Capital Advisors II, Inc. Page 6 of 7 Pages 395983.2 SCHEDULE I The following tables set forth all transactions in Common Stock effected by the Reporting Persons since the most recent filing on Schedule 13D by the Reporting Persons.
Type of Number Transaction* Trade Date Share Price of Shares Location P 7/15/96 13.125 17,300 Exchange P 7/16/96 13.125 10,500 Exchange P 7/17/96 13.125 4,700 Exchange P 8/12/96 14.384 34,400 Exchange P 8/13/96 15.000 80,300 Exchange P 8/14/96 14.875 5,700 Exchange P 8/15/96 14.853 50,000 Exchange P 8/16/96 14.75 1,600 Exchange P 8/19/96 14.75 3,800 Exchange P 8/20/96 14.875 32,700 Exchange * "P" indicates a purchase of Units, "S" indicates a sale of Units.
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